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4.6.1. anything beyond Royal Bank’s control including, without limitation, accident, disaster,electrical fault, power surges, lightning, Internet connection fault, vandalism, or burglary;4.6.2. the Customer’s use, storage, or handling of the Image Capture Equipment, other than inaccordance with these Service Materials;4.6.3. unauthorized repairs or repair of damage caused by personnel (other than personnelauthorized by Royal Bank) installing, repairing, or modifying the Image Capture Equipment;4.6.4. the availability and integrity of the power, environmental and connectivity requirements ofthe Image Capture Equipment, and any other equipment, software, consumables, or otheritems necessary to operate the Image Capture Equipment in connection with the Service; or4.6.5. the Customer’s inability to produce an Image or transmit an Image or Document whetherdue to the failure of any part of the Image Capture Equipment or the Customer’s inability touse the Service over the Internet or otherwise.4.7. Return of Image Capture Equipment. Upon termination of the Service or the Agreement, or if theImage Capture Equipment supplied by Royal Bank does not function substantially in accordancewith the specifications herein, all licenses granted herein shall be immediately terminated, andthe Customer agrees to return the Image Capture Equipment supplied by Royal Bank as directedby Royal Bank within 30 days of termination.5. Security and Service Materials5.1. Security. The Customer will ensure compliance with all security procedures, standards, and otherrequirements prescribed by Royal Bank. The Customer will implement all features available toenhance the security of this Service, including password and pass phrase reset, dualadministration, and multiple approval rules. THE WAIVER AND RELEASE IN SECTION 13.3 OF THELEGAL TERMS AND CONDITIONS WILL APPLY TO THE EXTENT THESE FEATURES ARE NOTIMPLEMENTED.5.2. Service Materials. The Customer will ensure the confidentiality, security, and proper use of allService Materials, including tokens, login IDs, passkeys, passwords, pass phrases, personalverification questions, and other Security Devices, and Electronic Channels used in connectionwith this Service. The Customer will immediately notify Royal Bank, verbally and in writing, if anyService Materials or Electronic Channels are lost or stolen or if there is any unusual, suspicious,actual or suspected fraudulent, or other unauthorized use in relation to this Service.5.3. Information Icons, Help Content, and Links. There may be important terms and conditionsdisplayed on Royal Bank’s website or when information icons or links are clicked using thisService, and they form part of the Agreement. The Customer will ensure the terms and conditionsare accessed and reviewed accordingly.6. Image Processing6.1. Cut-off Times. Subject to Section 6.3, any Image received before the applicable cut-off time on aBusiness Day will be processed on the same Business Day. Any Image received after the cut-offtime will be processed on the following Business Day. Images will be considered deposited at4

such times and locations as Royal Bank may determine in its sole discretion, regardless of wherethe Customer or its accounts are located. Royal Bank may, but has no obligation to, confirmreceipt of Images, provided, however, this confirmation does not mean the submission was errorfree or complete or that Royal Bank has accepted or deposited any of the Images.6.2. Currency Conversion. Subject to Section 7.2, if an Instrument requires conversion of funds fromone currency to another currency, Royal Bank may convert the Instrument or funds to theapplicable currency at the currency conversion rate established for such purpose by Royal Bankin its sole discretion. If the Customer has arrangements in place with Royal Bank applicable tothe conversion of Instruments, including special or negotiated currency conversion rates, thesearrangements will not apply to Instruments deposited using this Service unless the Bank hasagreed expressly in writing to give effect to the arrangements for purposes of this Service. RoyalBank may debit any of the Customer’s Accounts for the funds required for the currencyconversion, and for any related fees and charges. Royal Bank will not be responsible for anyLosses relating to currency conversions, including those resulting from a change to Royal Bank’scurrency conversion rates between the date an Instrument is converted by Royal Bank and thedate the Instrument is delivered, received, processed, or returned. The Customer is solelyresponsible for any Losses relating to currency conversions, including those resulting from achange to Royal Bank’s currency conversion rates and any loss in the value or amount of anInstrument due to an adverse change to such rates. The Customer is responsible for verifyingthat Images are being converted in accordance with these terms. Any provisional credit to anaccount will be changed, and Royal Bank may debit or credit the account, to the extent necessaryto reflect the amount of funds converted and to deduct any conversion fees.6.3. Images Not Accepted or Received. Royal Bank may for any reason, in its sole discretion, refuse toaccept for deposit any Image and may return any Image, including due to the failure to conformto Royal Bank’s specifications or quality standards or the failure to provide proper endorsements.An Image is not considered accepted for deposit by Royal Bank until Royal Bank has determinedthat it meets the requirements for continued processing. Royal Bank is not responsible or liableto the Customer or any other Person relating to any Image or portion of any Image that is lost orotherwise not received or accepted by Royal Bank or which is returned. The Customer will acceptreturns in any format received from Royal Bank, and the Customer may be charged additionalfees for returns. Royal Bank may immediately, in whole or in part, without prior notice, restrict,suspend, or terminate the use of this Service if Royal Bank considers the rate of returned itemsto be excessive.6.4. Finality. All Documents accessed, sent, received, accepted, or processed using this Service areconsidered binding on the Customer in accordance with Section 6 of the Leg al Terms andConditions.6.5. Provisional Credit. Images will be credited to enrolled accounts on a provisional basis only, andprovisional credits are subject to change and chargeback in accordance with the Agreement.Royal Bank may debit or credit the account of deposit, or any of the Customer’s Accounts, to theextent Royal Bank determines necessary for this purpose. Images that are charged-back will berepaid in accordance with the Agreement, including if the Image is a duplicate, if payment for theImage is not received, or if the Image is returned after initial payment for any reason.5

6.6. Limitations of Service. If the Service is unavailable to the Customer at any time and for anyreason, the Customer is solely responsible, at its own expense, in those circumstances for findingan alternate method to deposit Instruments, such as by using a Royal Bank ATM or branch.7. Restrictions on Use7.1. Limits. Royal Bank may establish and change certain restrictions on the Customer’s use of thisService, including restrictions on the types of Images and limits on the size, number, and dollaramounts of Images and files that may be submitted or accepted through this Service.7.2. Prohibited Instruments. The Customer is prohibited from using this Service to create or deliverto Royal Bank for deposit Images of Instruments that are: (i) not original paper Instruments inthe Customer’s physical possession or control; (ii) not eligible under CPA Rule A10 for the creationof Images or Clearing Replacement Documents or Return Replacement Documents, as such termsare defined in CPA Rule A10; (iii) payable in a currency other than Canadian or US dollars; (iv)drawn on or payable through a financial institution located outside of Canada or the US, or whichbear a non-Canadian or non-US routing/transit number; (v) dated more than six (6) monthsbefore the date of deposit or that are postdated (dated for a future date); (vi) duplicates orImages or Instruments which otherwise have already been submitted for deposit or accepted forvalue by Royal Bank or any other Person; (vii) previously converted to Images or ClearingReplacement Documents or Return Replacement Documents, as such terms are defined in CPARule A10, substitute checks or remotely created checks, as such terms are defined in FederalReserve Board Regulation CC, or otherwise that are not original Instruments; (viii) originallypayable to any Person other than the owner of the account to which the Instrument is deposited,except to the extent otherwise permitted in writing by Royal Bank; (ix) drawn or otherwise issuedby the Customer or any other Person on any of the Customer’s accounts, or any account on whichthe Customer is a Representative or which is provided to the Customer jointly with anotherPerson; (x) altered in any way or which the Customer knows or suspects, or should know orsuspect, are fraudulent or otherwise not authorized by the owner of the account on which theInstrument is drawn; (xi) not acceptable under Royal Bank's policies and procedures, do not meetRoyal Bank’s specifications or quality standards, or are otherwise not acceptable under theAgreement; or (xii) otherwise determined by Royal Bank as not eligible for deposit using thisService, including at the time of delivery to Royal Bank for deposit by rejecting it and returning itto the Customer, which, for greater certainty, Royal Bank may do for any reason in its solediscretion (collectively, the foregoing are “Prohibited Instruments”). The Customer will ensurethis Service is not used to deposit any Prohibited Instruments. Royal Bank may, in its solediscretion, accept for deposit any Prohibited Instruments, provided that in no event does RoyalBank have any obligation to do so, nor will Royal Bank have any responsibility or liability to theCustomer or any other Person for accepting or rejecting any such Prohibited Instruments. Forgreater certainty, if Royal Bank exercises its discretion and accepts for deposit a ProhibitedInstrument, this will not constitute a waiver of any term of the Agreement or precludeenforcement of the terms of the Agreement and restrictions on Prohibited Instruments inaccordance with these Service Materials.6

7.3. Jurisdiction. This Service is only intended for use in Canada, and must not be accessed or used tocreate, deliver, or deposit Images from jurisdictions outside Canada, except to the extentotherwise permitted in writing by Royal Bank.8. Additional Representations, Warranties, and Covenants; Indemnity8.1. Ongoing Representations, etc. Each time the Customer uses this Service, the Customerrepresents, warrants, covenants, and agrees that: (i) each Image is the only Image that exists ofthe original paper Instrument, and has been created by the Customer; (ii) the original paperInstrument of each Image is in the Customer’s physical possession or control and will be securelystored and destroyed in accordance with Section 3.3; (iii) each Image complies with Royal Bank’sspecifications and quality standards and any applicable industry standards, and does not containany viruses; (iv) there are no Prohibited Instruments, including no duplicate Images orInstruments; (v) the Customer has in place prudent measures to securely store and destroyoriginal paper Instruments in accordance with these terms, and otherwise to detect and preventduplicates and other Prohibited Instruments from being submitted; (vi) payment has not beenmade or sought on an Instrument more than once, including by depositing the original paperInstrument with Royal Bank or any other financial institution, at any time either before or aftersubmission of the Instrument through this Service; (vii) all information submitted is true andaccurate, including that each Image accurately and completely represents all information on thefront and back of the original paper Instrument; (viii) each Instrument is authentic and valid andoriginally payable to the account holder, and has been properly endorsed; (ix) no Instrument hasbeen altered and all signatures on all Instruments are authentic and authorized; and (x) theCustomer, its use of this Service, and each Image and Instrument, complies with the Agreement,including these Service Materials, Applicable Laws, its constating documents, and otherobligations applicable to the Customer and its use of this Service.8.2. Indemnity. The Customer will indemnify and hold harmless Royal Bank and any other Person whosuffers a Loss in connection with this Service, including if the Customer does not securely storeor destroy original paper Instruments in accordance with Section 3.3 or otherwise if the Customerbreaches the Agreement. For greater certainty, the scope of the Customer’s indemnity includesLosses incurred by the intended payee, drawers of the original paper Instruments, and Personswhose accounts may be wrongly charged or charged more than once for Images deposited usingthis Service. Royal Bank is not responsible or liable for any Losses incurred by the Customer orany other Person as a result of the Customer’s use of this Service.7

These are Service Materials for Royal ank's heque-Pro Service, and form part of the Master lient Agreement for Business Clients between Royal Bank and the Customer. 1. Definitions and Interpretation . plus applicable taxes, together with any costs incurred by Royal Bank in seeking possession of such Image Capture Equipment or its .